SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LINDNER S CRAIG
(Last) (First) (Middle)
ONE EAST FOURTH STREET
(Street)
CINCINNATI OH 45202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [ AFG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-CEO & Co-President
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/06/2010 G V 30,000 D $0.00 2,132,589 I #1
Common Stock 11/16/2010 G V 2,550 D $0.00 2,504,433 I #1(1)
Common Stock 12/17/2010 G V 2,210 D $0.00 2,502,223(2) I #1(1)
Common Stock 111,120 I #3(3)
Common Stock 24,404(2) I #6(4)
Common Stock 0(2) I #9(5)
Common Stock 0 I #10(6)
Common Stock 27,026.41 I #12(7)
Common Stock 0(2) I #16(8)
Common Stock 0(2) I #20(9)
Common Stock 250,546 I #23(10)
Common Stock 12/30/2010 S 50,000 D $32.4715(11) 219,939 I #24(12)
Common Stock 301,805 I #25(13)
Common Stock 27,000 I #26(14)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Indirect #1: SCL TTEE of the SCL Living Trust DTD 03/30/83.
2. On November 16, 2010, Indirect #1 transferred 850 shares of common stock to Indirect #6. Also on November 30, 2010, Indirect #10 transferred 405,244 shares of common stock to Indirect #1, 809,817 shares of common stock to emancipated children of the Reporting Person and 269,939 shares of common stock to Indirect #24, respectively. On December 22, 2010, Indirect #9 transferred 255,011 shares of common stock to Indirect #25 and 765,032 shares of common stock to emancipated children of the Reporting Person; Indirect #20 transferred 36,330 shares of common stock to Indirect #25; and Indirect #16 transferred 10,464 shares of common stock to Indirect #25 and 27,000 shares of common stock to Indirect #26.
3. Indirect #3: By Frances R. Lindner, Trustee for the Frances R. Lindner living Trust dated 9/13/93. (SCL)
4. Indirect #6: FRL, Cust. CFL Under OH Tsfr to Min Act. (SCL)
5. Indirect #9: KEL, TTEE Under an Irrev. Trust Ind. with SCL DTD 12/22/83. (SCL)
6. Indirect #10: SCL Investments, LLC (SCL)
7. Indirect #12: The Company's Retirement and Savings Plans. The number of shares of Common Stock which would be represented by the value of the Reporting Person's Company Securities Funds account in the Issuer's Retirement and Savings Plan is based on a statement dated as of 12/31/09. (SCL)
8. Indirect #16: M. Nyhart TTEE CFL Under Trust Agreement dtd 3/8/96. (SCL)
9. Indirect #20: KEL, TTEE CFL C/U Irrev Trust DTD 2/13/85. (SCL)
10. Indirect #23: CFL TR U/A DTD 4/21/05 FRL TTEE (SCL)
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.41 to $32.55, inclusive. The reporting person undertakes to provide to American Financial Group, Inc., ("AFG"), any security holder of AFG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 11 to this Form 4.
12. Indirect #24: My Nyhart TTEE Christine CU Trust Agreement dtd 12/14/00.
13. Indirect #25: M. Nyhart TTEE CFL 2010 Consolidation Trust DTD 12/17/2010.
14. Indirect #26: M. Nyhart TTEE CFL 2010 Special Trust DTD 12/17/10.
Remarks:
S. Craig Lindner By: Karl J. Grafe, as Attorney-in-Fact 01/03/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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